Exhibit 10.39


 


AMENDED & RESTATED LOAN POOLING AND

LAST-OUT PARTICIPATION AGREEMENT


 


September 24, 2003


 


To:                              PDS
Gaming Corporation (“Participant”)


6171 McLeod Drive


Las Vegas, NV 89120-4410


 


Re: 2003 Loan Pool


 


Gentlemen:


 


This letter agreement (this “Agreement”)
confirms the agreement between Participant, Canpartners Investments IV, LLC (“Canpartners”), Libra
Securities, LLC (“Libra”).  Ravich
Revocable Trust of 1989 (“Ravich”), Highbridge/Zwirn Special Opportunities
Fund, L.P. (“Highbridge”, and together with Canpartners, Libra, and Ravich, the
“Mezzanine Lenders”), the collateral agents set forth on schedules B-1 through
B-11 attached hereto (such schedules hereinafter referred to as the “Note
Schedules” and such collateral agents hereinafter referred to as the
“Collateral Agents”) and Wishnow, Ross, Warsavsky & Company, as
administrative agent for the Mezzanine Lenders (“Agent”) in connection with
those loans specified on Exhibit A as amended from time to time (the “Loan
Agreements”).  Each time Exhibit A is
amended, each Mezzanine Lender, Agent, Participant and the appropriate
Collateral Agent shall sign a new Schedule prepared in the form of Exhibit
B.  The indebtedness lent by the parties
to this Agreement under the Loan Agreements during 2003 is referred to herein
as the “Mezzanine Loans.”  It is the
intention of the parties to this Agreement to create a loan pool on similar
terms as are set forth herein for each succeeding calendar year.  The loan pool contemplated under Exhibit A,
as amended from time to time, shall be referred to us the “2003 Loan
Pool”.  All capitalized terms used
herein and not defined herein shall have the meanings assigned to such terms in
the applicable Loan Agreement.  From and
after the date hereof, the terms of this Agreement amend, restate and supersede
the terms of that certain Last-Our Participation Agreement dated June 25,
2003 among Participant, Canyon Capital Advisors LLC and the Mezzanine Lenders
(the “Original Participation”).


 


1.                                       AGREEMENT
FOR PURCHASE OF THE PARTICIPATION; GRANT OF SECURITY INTEREST.


 


(a) Upon the effectiveness of this Agreement as described below in
paragraph 17, the Participant has purchased, agreed to purchase or invested in
a subordinated, last-out interest in the amount set forth on Exhibit 1 attached
hereto (as and when funded, the “Participation”) in (i) each Mezzanine Loan,
and (ii) all existing and future property and interests in property securing
each Mezzanine Loan under the applicable Loan Agreements (all such interests in
property being hereinafter referred to as the “Collateral”).  The Participation includes a pro rata,
subordinated, last-out interest in all amounts, other than those amounts which
are expressly excluded in paragraphs 2 and 4 below, which are received by the
Agent or the Collateral Agents on account of each Mezzanine Loan, whether from
any source, including, without limitation,


 

















 


recovery from litigation (such amounts, together with all principal,
interest and other amounts paid or received in respect of the Mezzanine Loans
are hereinafter referred to as the “Payments”).


 


(b) As part of the consideration for the Participation and as
consideration for the Mezzanine Loans to Participant and its affiliates from
time to time by the Mezzanine Lenders, Participant hereby collaterally assigns
and pledges and grants to Collateral Agents, for the benefit of the Mezzanine
Lenders, a security interest in, and a lien on and against, all of
Participant’s right, title and interest in and to the Participation, the
Collateral, and any Back End Participation (as hereinafter defined).


 


2.                                       INTEREST
ON THE PARTICIPATION.  Interest shall
accrue monthly on the unpaid principal balance of the Mezzanine Loans at the
rate set forth on each Note Schedule, computed as set forth therein.  As part of the consideration for the
Participation, the Participant agrees that Participant may receive the Payments
received by the Agent on, or in connection with, the Mezzanine Loans, whether
from a Borrower or from any other source, only as provided in paragraph 4
below.


 


3.                                       RETURN
OF PRINCIPAL TO PARTICIPANT.  Except as
otherwise provided herein, the Participant shall not be entitled to any
Payments received by the Agent which are allocable to the payment of principal
of the Mezzanine Loans in accordance with the provisions of paragraph 4 below
until the Mezzanine Lenders have had 100% of their principal and all accrued
interest in all of the Mezzanine Loans repaid in full in cash.


 


4.                                       APPLICATION
OF PAYMENTS.  Solely as between the
Mezzanine Lenders and the Participant and without conferring any benefit or
right to the borrowers listed on Exhibit A (the “Borrowers”), Payments shall be
applied by the Agent in the following order unless a Payment is required to be
otherwise applied by law:


 


(a)                                                                                                               First,
(i) to the applicable Collateral Agent as reimbursement for its reasonable
costs and expenses, including but not limited to attorney’s and paralegals’
fees, taxes, costs and expenses of appeals, and out-of-pocket advances (but
excluding Agent’s Fees under Section 10 hereof, which shall be the sole
responsibility of Mezzanine Lenders), incurred in connection with (a) the
collection or enforcement of the Mezzanine Loans; (b) the preservation of the
Collateral; (c) the collection or enforcement of Borrowers’ liabilities to the
Participant and the Mezzanine Lenders; (d) the sale, disposition or other
realization upon or recovery or possession of the Collateral; (e) any actual or
proposed amendment, restatement, restructuring or waiver of any of the terms of
the Loan Agreements or any agreement executed and delivered in connection
therewith; (f) any restructuring or


 

















 


refinancing of the Mezzanine Loans; (g) the
filing or prosecution of a complaint with respect to any of the above matters
or the defense of any claim actual or threatened by Borrowers, a receiver or
trustee in bankruptcy for Borrowers or any third party for, or on account of,
or with respect to the Mezzanine Loans.


 


(b)                                                                                                              Second,
so long as no Participant Default (as hereinafter defined) has occurred and is
continuing, to Participant, at the time any Payment is received in connection
with a Mezzanine Loan, a servicing fee equal to the amount set forth on the
appropriate Note Schedule (calculated on a 30/360 basis): “Participant
Default” shall mean a “Default” or an “Event of Default” under any of loan
documents (as such terms are therein defined) relating to any of the Mezzanine
Loans set forth on Note Schedules B-2, B-4, B-5, B-6, B-9, B-10, or B-11; upon
the occurrence and continuance of a Participant Default, the servicing fee with
respect to any Mezzanine Loan on which a Participant Default has occurred and
is continuing shall not be paid to Participant (the amount of such servicing
fee not paid while a Participant Default is continuing is hereinafter referred
to as “Unpaid Servicing Fee”), it being understood that Participant shall
continue to receive the servicing fees with respect to all Mezzanine Loans on
which there is no Participant Default continuing; upon cure of such Participant
Default, the servicing fee payable with respect to the Mezzanine Loan on which
there was the Participant Default shall resume, but the Unpaid Servicing Fee
shall not be paid until all amounts due to Mezzanine Lenders hereunder shall
have been paid in full.


 


(c)                                                                                                               Third,
to the Mezzanine Lenders, at the time any Payment is received in connection
with a Mezzanine Loan, as interest on their respective pro rata interests in
such Mezzanine Loan, a payment equal to the interest rate set forth on the Note
Schedules for such Mezzanine Loan, times the average outstanding principal
balance of such loan since the last interest payment was made.  Interest shall be calculated on the basis of
a 360 day year.


 

















 


(d)                                                                                                              Fourth,
to the Mezzanine Lenders, at the time any Payment is received in connection with
a Mezzanine Loan, as payment of principal on their respective pro rata
interests in such Mezzanine Loan.  If no
such principal remains outstanding, then, the Agent shall pay any interest due
on any Mezzanine Loan (but excluding specifically the SDG-Colville loan
described on Schedule B-3) that is in default (such loans shall be
referred to herein as “Defaulted Loans” and such interest as “Defaulted
Interest”).  If the amount of such
Payment available is less than the total amount of Defaulted Interest, then the
Agent shall calculate the amount of each Defaulted Loan outstanding and assign
as a ratio (expressed as a percentage) for such loan (a “Defaulted Pro Rata
Percentage”), the numerator of which shall be the outstanding amount of such
Defaulted Loan and the denominator of which shall be the aggregate outstanding
amounts of all Defaulted Loans.  The
Agent shall then pay down the Defaulted Interest associated with each Defaulted
Loan by an amount equal to such Defaulted Loan’s Defaulted Pro Rata Percentage
times the amount of Payment available. 
Once an amount has been designated for each Defaulted Loan, the amount
paid to each Mezzanine Lender shall be determined pursuant to such Defaulted
Loan’s Note Schedule.  Once there is no
Defaulted Interest left outstanding, any remaining portion of the Payment shall
be paid as follows; The Agent shall calculate the amount of each Mezzanine Loan
which has any unpaid principal or other amounts (excluding the SDG – Colville
loan described on Schedule B-3) (all such Mezzanine Loans are hereinafter
referred to as “Outstanding Mezzanine Loans”) and assign a ratio (expressed as
a percentage) for such loan (a “Principal Pro Rata Percentage”), the numerator
of which shall be the outstanding amount of such Outstanding Mezzanine Loan and
the denominator of which shall be the aggregate outstanding amounts of all
Outstanding Mezzanine Loans at such time. 
The Agent shall then pay down the principal of each Outstanding
Mezzanine Loan by an amount equal to such Outstanding Mezzanine Loan’s
Principal Pro Rata Percentage times the amount of the Payment


 

















 


available. 
Once an amount has been designated for each Outstanding Mezzanine Loan,
the amount paid to each Mezzanine Lender shall be determined pursuant to such
Outstanding Mezzanine Loan’s Note Schedule.


 


(e)                                                                                                               Fifth,
to the Participant, at the time any Payment is received in connection with a
Mezzanine Loan, as payment of principal in an amount equal to the sum of all
Participant’s contribution as set forth on the Note Schedules, and any Unpaid
Servicing Fee, each without interest


 


(f)                                                                                                                 Sixth,
to the Participant, at the time payment is received in connection with a
Mezzanine Loan, as reimbursement of its expenses, an amount equal to all
documented third party out-of-pocket expenses (“Expenses”) incurred by
Participant in connection with the financing of the Collateral, but in no case
in excess of two percent (2%) of the aggregate original principal balance of
the loans to the Borrowers (Original Transaction Amount), including the Mezzanine
Loans, as set forth in the Note Schedules, and the loans from the non-Mezzanine
Lenders; as used herein, Expenses shall not include any amount included in the
amount of the contribution of Participant referenced in Paragraph 4(e).


 


(g)                                                                                                              Seventh,
after all of the above payments have been made and for each Payment received
thereafter.  Agent shall calculate
whether there was or is any Back End Participation (as hereinafter defined) due
on any Mezzanine Loan and then distribute any proceeds to the Participant,
Libra or the Mezzanine Lenders, to be applied against their respective
interests of such Back End Participation, as set forth on the Note
Schedules.  To the extent the amount of
proceeds from a Payment is less than the amount of the Back End Participations
allocable to all Mezzanine Loans, the Agent shall allocate the proceeds to the
appropriate Mezzanine Loan based on the ratio of the amount of the unpaid Back
End Participation with respect to such Mezzanine Loan to the amount of the
unpaid Back End Participation with respect to all Mezzanine Loans and then
within such Loan to the appropriate parties as set forth on


 

















 


the Note Schedules.  A “Back End
Participation” means each applicable party’s participation in (as expressed by
percentage set forth on each applicable Note Schedule) any remaining cash
flows, including payments on resale, re-lease or any other event which causes a
recognition of the equity or residual value of any Collateral.


 


Notwithstanding the foregoing, once the Mezzanine Lenders have received
payments with respect to the Chukchansi II Note (as hereinafter defined)
totaling (a) $7,750,000 in original principal amount, plus (b) accrued interest
thereon, so long as there is no Defaulted Loan, Agent shall pay to Participant
the remaining principal payments and accrued interest thereon in satisfaction
of Participant’s participation in the Mezzanine Loan reflected on
Schedule B-8.  The Chukchansi II
Note means the $8,000,000 17.5% Secured Equipment Note, issued to
Highbridge/Zwirn Capital Management, LLC as agent, pursuant to that certain
Equipment Loan Indenture, dated as of August 7, 2003, by and among the
Chukchansi Economic Development Authority, the Picayune Rancheria of Chukchansi
Indians and U.S. Bank, N.A., as trustee.


 


5.                                       ACCESS
TO INFORMATION; INDEPENDENT INVESTIGATION. 
The Participant by its signature hereto acknowledges and agrees that it
has received a copy of the Loan Documents. 
The Participant by its signature hereto also acknowledges and agrees
that Agent and the Borrowers have provided the Participant with or granted the
Participant access to all of the financial and other information that the
Participant has requested or believes to be necessary to enable the Participant
to make independent, informed judgments with respect to the creditworthiness of
Borrowers, the value and extent of the Collateral, and the desirability of
purchasing the Participation.  The
Participant by its signature hereto acknowledges and agrees that it has independently,
and without reliance upon any representations of Agent or any of the Mezzanine
Lenders, and based on (i) the financial information referred to or set forth in
the Loan Agreement and the Note, (ii) the various information provided to the
Participant by Borrowers, (iii) Participant’s knowledge of Borrowers’
businesses through its prior contractual relationships, and (iv) such other
financial statements, documents and information as the Participant deemed
appropriate, made and relied upon his own credit analysis and judgment to execute
this agreement and purchase the Participation. 
The Participant by its signature hereto acknowledges and agrees that
Participant will, independently and without reliance upon Agent and the
Mezzanine Lenders, and based on such financial statements, documents and
information as the Participant deems appropriate at the time, continue to make
and rely upon its own credit decisions in taking or not taking action under
this letter.


 


6.                                       AGREEMENTS
REGARDING ADMINISTRATION OF THE MEZZANINE LOANS.  In order to enable the Collateral Agents to better administer and
enforce the Mezzanine Loans on behalf of Participant and the Mezzanine Lenders,
the Participant agrees that it is in the Participant’s best interest that the
Collateral Agents hold for the benefit of Participant and the Mezzanine
Lenders, the executed original Notes. 
All Payments and Collateral which are not for any reason disbursed to,
or applied for the benefit of, the Participant in accordance with paragraph 4
above, but which are otherwise allocable to the Participant hereunder, will be
held by the Agent on behalf of the Participant, subject at all times to
Participant’s rights hereunder. 
Notwithstanding anything herein to the contrary, all Payments


 

















 


received by Agent or Collateral Agents which are allocable to
Participant shall be remitted to Participant immediately, but in any event not
later than two (2) business days after receipt by Agent or Collateral Agents.


 


7.                                       AGENT’S
AND MEZZANINE LENDERS’ REPRESENTATIONS; AGENT’S AND COLLATERAL AGENT’S DUTY OF
CARE AND RESPONSIBILITY TO PARTICIPANT. 
Participant accepts the full risk of non-payment of the Participation
and agrees that the Mezzanine Lenders, the Collateral Agents and the Agent
shall not be responsible for the performance or observance by Borrowers of any
of the terms, covenants or conditions of the Loan Agreement, the Notes or the
other documents executed and delivered in connection therewith or for the
inspection or policing of the Collateral. 
The Participant specifically acknowledges that neither the Collateral
Agents, the Agent nor any of the Mezzanine Lenders have made any warranty or
representation with respect to the due execution, legality, accuracy,
authenticity, completeness, validity, enforceability or collect ability of the
loans under the Loan Documents or such other documents (including, without
limitation, any warranty or representation of Borrowers contained therein) and
the Mezzanine Loans or with respect to the solvency, financial condition or
future financial condition of Borrowers or the genuineness, existence or value
of the Collateral.  Notwithstanding
anything to the contrary contained herein or in any law applicable generally to
transactions of the type evidenced by this agreement, the Participant agrees
that the Collateral Agent shall be obligated to close, manage and supervise the
Mezzanine Loans only in accordance with its usual practices.  In particular, and without limiting the
generality of this paragraph 7, the Participant agrees that the Collateral
Agent may act upon any notice, or any consent, certificate, cable, telex or
other instrument or writing believed by such Collateral Agent to be genuine and
that Collateral Agent may consult with legal counsel, independent accountants,
appraisers and other experts selected by such Collateral Agent and shall not be
liable for any action taken or omitted to be taken in good faith by such
Collateral Agent in accordance with the advice of such counsel, accountants,
appraisers or experts.  The Participant
further agrees that neither the Collateral Agents nor the Agent shall not be
liable to the Participant under any circumstances except for actual losses, if
any, suffered by the Participant hereunder which are proximately caused by
either such Collateral Agent’s or Agents, as the case may be, willful
misconduct or failure to comply with the terms of this Agreement; subject only
to such limited liability, the Participant hereby exonerates and releases all
Collateral Agents and the Agent now and hereafter from any existing or future
obligation or liability to the Participant, express or implied, for any (i)
loss of, release, of, depreciation of, or failure to realize upon the
Collateral; (ii) failure to collect or receive payment of the Mezzanine Loans
or other sums owing from Borrowers; or (iii) mistake, omission or error of
judgment in (a) passing upon, making or accepting the Mezzanine Loans, the
Notes, the other documents executed and delivered in connection therewith, or
the Collateral (including, without limitation, the value, genuineness,
enforceability or existence of any of the Collateral), or (b) making or failing
to make any examinations, appraisals, audits or check-ups of either Borrower’s
affairs or the Collateral, or granting extensions, renewals or indulgences
(except as provided in Section 8 below) to Borrower, at any time or times
hereafter.


 

















 


8.                                       WAIVERS
AND RELEASE OF RIGHTS UNDER THE LOAN AGREEMENTS.


 


(a)  Notwithstanding any provision in paragraph 6
above, the Collateral Agents and the Mezzanine Lenders reserve the right, in
their sole discretion, at any time or times hereafter, without giving prior
notice to the Participant, (i) subject to Section 8(b), to release
any of the Collateral or other security for the Mezzanine Loans, including,
without limitation, in connection with any sale by Borrower of any of its
assets; (ii) to modify the Loan Agreements or any document executed and
delivered in connection therewith, (iii) to consent to any action or failure to
act by either Borrower, (iv) to exercise or refrain from exercising any powers
or rights which the Mezzanine Lenders and Participant may have as a matter of
law, or under or in respect of the Loan Agreements or such other documents,
including, without limitation, the right to enforce the obligations of Borrowers,
(v) to take any action in the event of any bankruptcy or other insolvency
proceeding involving Borrowers, including entering into agreements with
Borrowers with respect to the post-petition usage of cash collateral or
whatever post-petition financing arrangements such Collateral Agent deems
appropriate and the Participant shall participate therein on the same terms as
those set forth in this Agreement and (vi) to take any other action allowed
under the Loan Agreement or the Note or any such other document or applicable
law; provided, that, prior to taking any of the foregoing actions, the Agent,
the Collateral Agents or the Mezzanine Lenders, as applicable, will give
written notice to Participant of its intention to take such action.


 


(b)  Prior to the release of any
Collateral securing a Defaulted Loan, the applicable Collateral Agent shall
provide written notice (a “Release Notice”) to Participant of such Collateral
Agent’s intent to release Collateral in accordance with Section 8(a).  Participant may within ten (10) days of the
Release Notice either:


 


(i)
purchase all and no less than all of the Mezzanine Lenders’ interests in the
Defaulted Loan (including the right to receive payments of principal, interest
and costs and expenses with respect to such Mezzanine Loan) by paying to the
Mezzanine Lenders an amount equal to the sum of (x) the outstanding principal
balance of such Defaulted Loan, (y) accrued but unpaid interest thereon, and
(z) all accrued but unpaid costs and expenses of each of the Mezzanine Lenders,
Agent and applicable Collateral Agent incurred in connection with such
Defaulted Loan.


 


(ii)
propose a substitute Mezzanine Loan (a “Replacement Loan”) to replace the
Defaulted Loan, and endeavor to execute and deliver to the applicable Collateral
Agent and the Mezzanine Lenders within thirty (30) days such loan and security
documents as such Collateral Agent and the Mezzanine Lenders may request.  The Collateral Agent and Mezzanine Lenders
may, in each of their sole and absolute discretion, accept or reject
Participant’s proposal for a Replacement Loan; provided, however, no Mezzanine
Lender’s acceptance of such Replacement Loan shall be effective unless all of
the Mezzanine Lenders also accept such Replacement Loan.


 


Upon
either (i) the receipt of the entire Purchase Price by the Mezzanine Lenders or
(ii) the Collateral Agent’s and each Mezzanine Lenders’ acceptance of a
Replacement Loan and execution and delivery of loan, security and transfer
documents with respect to the Replacement Loan, satisfactory to the Mezzanine
Lenders, Collateral Agents and the Mezzanine Lenders shall, at the request and
expense of Participant, execute and deliver to Participant a proper instrument
or instruments acknowledging the satisfaction and termination of the Defaulted
Loan,


 

















 


and
will duly assign, transfer and deliver to Participant (without recourse and
without any representation or warranty) such of the Collateral with respect to
such Defaulted Loan as may be in the possession of a Collateral Agent or a Mezzanine
Lender.  No Mezzanine Lender shall have
any Back End Participation with respect to the Collateral for a Defaulted Loan
that has been either purchased by Participant or replaced with a Replacement
Loan pursuant to this Section 8.


 


9.                                       APPOINTMENT OF AGENT; AGENT’S OBLIGATIONS;
PRESUMPTIONS.  Each Mezzanine Lender and
Participant hereby appoint Wishnow, Ross, Warsavsky & Company as
administrative agent hereunder.  Agent is
authorized to and shall collect all money due with regard to the Mezzanine
Loans, shall hold the same in trust for and for the sole benefit of the Lenders
and Participant, and make the appropriate payments pursuant to Section 4
hereof.  The Agent’s books and records
and all entries thereon, and any statements received by the Participant from
the Agent with respect to any Mezzanine Loan, will (i) evidence both the
Participant’s interest and the Mezzanine Lenders’ interests in such Mezzanine
Loan; (ii) identify the same as such; and (iii) subject to the Participant’s
express right to rebut the presumption by conclusively demonstrating the
existence of an error on the part of the Agent, be presumed to be correct,
prima facie evidence of the amount of the Mezzanine Loans and the Participant’s
interest therein.  Within ten (10)
business days from the end of each calendar month, Agent shall provide
Participant with a written accounting of all activities of Agent in connection
with the Mezzanine Loans for the prior month, which monthly accounting shall be
prepared pursuant to Agent’s and Collateral Agents’ usual and customary
practices.


 


10.                                 AGENT’S FEES.  The Mezzanine Lenders hereby agree to pay to Agent, on a
quarterly basis, any invoice that has been approved by the Mezzanine Lenders
owning greater than 50% of all Mezzanine Loans outstanding at such time
(“Majority in Interest of the Mezzanine Lenders”).  Canpartners shall be responsible for 61.67% of such fee,
Highbridge shall be responsible for 31.67% of such fee, Libra shall be
responsible for 3.33% of such fee and Ravich shall be responsible for 3.33% of
such fee.


 


11.                                 COLLATERAL. 
The Participant agrees that if it shall, at any time or times hereafter
prior to payment of the loans under the Loan Agreements in full in cash,
receive possession of any of the Collateral or any payment from or for the
benefit of the Borrowers in connection with such Collateral, then such
Collateral or payment shall be held by Participant as agent for the Mezzanine
Lenders and shall, on demand, be delivered to the Agent.  The Participant agrees that any security interest
granted by Borrower directly to Participant (rather than to or for the benefit
of the Mezzanine Lenders) at any time or times hereafter in all or any part of
the Collateral shall be subordinate in all respects to the security interests
of the Mezzanine Lenders irrespective of the actual date of such grant or order
of filing of any financing statements or other means of perfection under
applicable law.  Each Collateral Agent
hereby expressly appoints the Participant as agent for the purpose of perfecting
the Mezzanine Lenders’ security interest in any of the Collateral which may at
any time come into the possession of the Participant, and the Participant
hereby agrees to hold any such Collateral for the Mezzanine Lenders’ benefit
and, upon request, to deliver such Collateral to such Collateral Agent.  Participant hereby acknowledges that neither
Collateral Agent acts as Participant’s agent with respect to the Collateral and
that neither Collateral Agent has any duties to Participant with respect to the
Collateral.


 

















 


12.                                 RECOVER
PAYMENTS.  If any of the Payments
received by Agent and distributed or credited to the Participant and the
Mezzanine Lenders are required to be returned or repaid by the Agent to a
Borrower or a representative or successor in interest to a Borrower, whether by
court order, settlement or otherwise, the Participant shall, upon notice from
the Agent immediately pay to the Agent its pro rata share of any Payments so
required to be returned, together with interest thereon at such rate, if any,
as the Agent shall be obligated to pay to Borrower or such other Person with
respect thereto.


 


13.                                 NOTICES.  Any notice required or desired to be served,
given or delivered hereunder shall be in writing, and shall be deemed to have
been validly served, given or delivered (i) three (3) days after deposit in the
United States mails, with proper postage prepaid, (ii) when sent after receipt
of confirmation or answerback if sent by telecopy, telex, other similar
facsimile transmission, (iii) one (1) business day after deposit with a
reputable overnight courier with all charges prepaid or provided for or (iv)
when delivered, if hand-delivered by messenger, all of which shall be properly
addressed to the party to be notified and sent to the address or number
indicated as follows: If to Canyon Agent at: Canyon Capital Advisors LLC, 9665
Wilshire Boulevard, Suite 200, Beverly Hills, CA 90212, Facsimile:
310-247-2701, Attention: Joshua S. Friedman; if to Highbridge Agent at:
Highbridge/Zwirn Capital Management, LLC, 9 West 57th Street, New York, NY
10019, Facsimile: 212-751-0593, Attention: Dan Zwirn; if to Agent at: Wishnow,
Ross, Warsavsky & Company, 16130 Ventura Blvd, Ste 320, Encino, CA 91436,
Facsimile: 818-382-7599, Attention: David Hartman; and if to the Participant
at: PDS Gaming Corporation, 6171 McLeod Drive, Las Vegas, NV 89120-4410,
Facsimile: 702-740-8692, Attention: Johan P. Finley, Chief Executive
Officer, or to such other address or number as each party may designate in
writing from time to time.


 


14.                                 GOVERNING
LAW; SUCCESSORS.  This agreement shall
be binding upon and shall inure to the benefit of the legal representatives,
successors and assigns of the respective parties hereto and shall be governed
by and interpreted in accordance with the laws of the State of New York.


 


15.                                 PARTICIPANT’S
COMPLIANCE WITH LAW; RESALE OR ASSIGNMENT OF PARTICIPATION; SALE OF ADDITIONAL
PARTICIPATIONS:  The Participant hereby
warrants and represents to the Collateral Agents, the Agent and the Mezzanine
Lenders that (i) the execution and delivery of this Agreement by the
Participant and purchase of the Participation does not constitute a violation
by Participant of any agreement, law, statute, decree or decision which is
binding on Participant; and (ii) Participant is acquiring the Participation for
its own account and will not sell, pledge, encumber, assign, or subparticipate
the Participation, or any part hereof, to any Person without the prior written
consent of the applicable Collateral Agent, which shall not be unreasonably
withheld.  The Mezzanine Lenders and the
Participant hereby agree that any such transfer of any interest in the
Participation shall be void if attempted without such Collateral Agent’s
written consent.  The Mezzanine Lenders
may sell, pledge or assign additional participations in any Mezzanine Loan to
any other Person without the consent of the Participant, provided that the
applicable Mezzanine Lender will provide Participant with notice of an
assignment or participation within five business days after the effective date
thereof, and provided further, that any such assignment shall be in compliance
with applicable regulatory gaming regulations. 
The Participant and the Mezzanine Lenders further


 

















 


agree that it is their intent that the Participation shall not be, and
shall not be construed to be, a “security” under any federal or state
securities laws.


 


16.                                 MEZZANINE
LENDERS’ COMPLIANCE WITH LAW:  Each
Mezzanine Lender separately, and not jointly and severally, hereby warrants and
represents to Participant that the execution and delivery of this Agreement by
such Mezzanine Lender and the sale of the Participation does not constitute a
violation by such Mezzanine Lender of any agreement, law, statute, decree or
decision which is binding on such Mezzanine Lender.


 


17.                                 SUBORDINATION.  The Participant agrees to and does hereby
subordinate to the Mezzanine Lenders and to the Collateral Agent’s and/or
Mezzanine Lenders’ liens and security interests against the Collateral, any and
all claims against Borrower and any and all security interests, liens or
encumbrances the Participant may now or hereafter have in or upon the
Collateral (including, without limitation, under this Agreement) and agrees not
to enforce any such claims, security interests, liens or encumbrances until and
unless all Mezzanine Loans has been paid in full in cash and the Loan
Agreements shall have been terminated. 
In the event that, at any time, any payment or distribution of security
relating to the Collateral or the Mezzanine Loans is received by the
Participant other than from the Agent pursuant to this letter, prior to payment
in full in cash of the Mezzanine Loans, the Participant will forthwith deliver
the same to the Agent in precisely the form received (except for the endorsement
or assignment of the Participant where necessary), for application to the
Mezzanine Loan, and, until so delivered, the same shall be held in trust by the
Participant as the property of the Mezzanine Lenders.  In the event of the failure of the Participant to make any such
endorsement or assignment, the Collateral Agent, or any of its officers,
agents, or employees, is hereby irrevocably authorized to make the same. Other
than as provided for herein, Participant grants no rights to the Mezzanine Lenders
to look for repayment of any monies due them from any other assets of the
Participant.


 


18.                                 EFFECTIVENESS
OF THIS AGREEMENT; CONDITIONS PRECEDENT. 
This Agreement shall become effective and the Participation shall be
granted when signed by all parties to this Agreement.


 


19.                                 CAPACITY
OF PARTICIPANT.  The Participant hereby
represents and warrants to the Collateral Agents, the Agent and the Mezzanine
Lenders that it has full right, power and capacity to enter into this Agreement
to effect the purchase of the Participation on the terms and conditions set
forth in this Agreement and to make the representations, warranties, covenants
and agreements made herein.


 


20.                                 MISCELLANEOUS
TERMS.


 


(a)                                  PARTICIPANT,
THE MEZZANINE LENDERS AND THE COLLATERAL AGENT AND THE AGENT EACH AGREE THAT
ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL
BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK
AND THE PARTICIPANT


 

















 


WAIVES ANY AND ALL OBJECTIONS THAT IT MAY HAVE TO THE LOCATION OF THE
COURT CONSIDERING THE DISPUTE.


 


(b)                                 PARTICIPANT
AGREES THAT ALL COLLATERAL AGENTS AND THE MEZZANINE LENDERS SHALL HAVE THE
RIGHT TO PROCEED AGAINST THE PARTICIPANT OR ITS PROPERTY (SUBJECT TO THE
LIMITATIONS ON RECOURSE SET FORTH IN SECTION 17 HEREOF) IN A COURT IN ANY
LOCATION TO ENABLE THE COLLATERAL AGENT OR THE MEZZANINE LENDERS TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH COLLATERAL AGENT OR THE
MEZZANINE LENDERS.  THE PARTICIPANT
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH ANY
COLLATERAL AGENT HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH.


 


(c)                                  PARTICIPANT,
THE MEZZANINE LENDERS, THE COLLATERAL AGENTS AND THE AGENT EACH WAIVE ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT ENTERED INTO BETWEEN
THEM.  PARTICIPANT, THE MEZZANINE
LENDERS, THE COLLATERAL AGENTS AND THE AGENT EACH HEREBY AGREE AND CONSENT THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY AND THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A
COPY HEREOF WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(d)                                 PARTICIPANT
REPRESENTS TO THE COLLATERAL AGENTS, THE AGENT AND THE MEZZANINE LENDERS THAT
IT HAS DISCUSSED THIS AGREEMENT WITH ITS LAWYERS.


 


(e)                                  This
Agreement may be executed by one or more of the parties hereto on any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


 


If the foregoing is acceptable to the Participant and accurately sets
forth the understanding between the Participant, the Mezzanine Lenders, the
Collateral Agents and the Agents, please so indicate by signing this letter in
the space provided on the following page and returning the original hereof to
both of the Collateral Agents listed below.


 

















 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  CANYON CAPITAL ADVISORS LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitchell R. Julis

  	
   

  
	
   

  	
  Name:  Mitchell R. Julis

  
	
   

  	
  Title:   Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  HIGHBRIDGE/ZWIRN CAPITAL

  MANAGEMENT, LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted and agreed to as of the date first
  written above.

  
					



 


 


	
   

  	
  PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Johan P. Finley

  
	
   

  	
  Title:   Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mitchell R. Julis

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Mitchell R. Julis

  	
  Name:  Jess M. Ravich

  
	
  Title:   Authorized
  Signatory

  	
  Title:   Chief Executive
  Officer

  
						



 

















 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  CANYON CAPITAL ADVISORS LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HIGHBRIDGE/ZWIRN CAPITAL

  MANAGEMENT, LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted and agreed to as of the date first
  written above.

  
					



 


 


	
   

  	
  PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Johan P. Finley

  
	
   

  	
  Title:   Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   Chief Executive
  Officer

  
						



 

















 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  CANYON CAPITAL ADVISORS LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HIGHBRIDGE/ZWIRN CAPITAL

  MANAGEMENT, LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted and agreed to as of the date first
  written above.

  
					



 


 


	
   

  	
  PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Johan P. Finley

  	
   

  
	
   

  	
  Name:  Johan P. Finley

  
	
   

  	
  Title:   Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   Chief Executive
  Officer

  
						



 

















 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  CANYON CAPITAL ADVISORS LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HIGHBRIDGE/ZWIRN CAPITAL

  MANAGEMENT, LLC,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted and agreed to as of the date first
  written above.

  
					



 


 


	
   

  	
  PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Johan P. Finley

  
	
   

  	
  Title:   Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   Chief Executive
  Officer

  
						



 

















 


	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

   OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital Management,

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
                                       Title:  Trustee

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agent

  	
   

  
	
   

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 

















 


	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

   OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital Management,

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agent

  	
   

  
	
   

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 

















 


	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

   OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital Management,

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Hartman

  	
   

  	
   

  
	
  Name:  David Hartman

  	
   

  
	
  Title:   Partner

  	
   

  
							



 

















 


Exhibit A


List Of Loans


 


NEED LEGAL NAME OF BORROWER


 


	
  Borrower

  	
   

  	
  Closing Date

  	
   

  	
  Schedule

  
	
  Sierra Design Group (“SDG”) – Cherokee

  	
   

  	
  6/25/03

  	
   

  	
  B-1

  
	
  PDS Gaming Corporation (“PDS”) Chukchansi – Bally

  	
   

  	
  7/25/03

  	
   

  	
  B-2

  
	
  SDG – Colville

  	
   

  	
  8/1/03

  	
   

  	
  B-3

  
	
  PDS – Seminole Component

  	
   

  	
  8/4/03

  	
   

  	
  B-4

  
	
  PDS – Chukchansi Operating

  	
   

  	
  8/4/03

  	
   

  	
  B-5

  
	
  PDS and affiliates – Route

  	
   

  	
  8/7/03

  	
   

  	
  B-6

  
	
  PDS – Chukchansi Notes ($16.8 million)

  	
   

  	
  8/7/03

  	
   

  	
  B-7

  
	
  PDS – Chukchansi Notes ($8 million)

  	
   

  	
  8/7/03

  	
   

  	
  B-8

  
	
  PDS – Trump Marina 07

  	
   

  	
  8/18/03

  	
   

  	
  B-9

  
	
  PDS – Trump Plaza 06

  	
   

  	
  8/18/03

  	
   

  	
  B-10

  
	
  PDS – Trump Plaza 07

  	
   

  	
  8/18/03

  	
   

  	
  B-11

  



 

















 


Exhibit B

FORM OF NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 24, 2003


 


1.               Borrower:  


2.               a. 
Closing Date: 


b.  Maturity Date:


c.  Payment Date:


3.               Total Debt Provided by non-Mezzanine
Lenders: 


4.               Total Debt Provided by Mezzanine Lenders
and Participant:


5.               Amount of Participation:


6.               Servicing Fee Debt Amount:


7.               Servicing Fee Amount:


8.               Interest Rate paid by Borrower on Total
Loan/Lease:


9.               Interest Rate Received by Agent on
Behalf of Mezzanine Lenders:


10.         Interest Rate Paid to Mezzanine Lenders:


11.         Collateral Agent:


12.         Pro Rata Shares of the Mezzanine Lenders:


Canpartners:


Highbridge


Libra


Ravich


13.         Back-End Participation:


Participant


Mezzanine Lenders


Libra


 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
  PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:  Johan P. Finley

  
	
  Title:

  	
   

  	
  Title:   CEO

  
						



 

















 


Schedule B-1


 


NOTE SCHEDULE

to

Amended and Restated Loan Pooling

and Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  SDG Cherokee

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  6/25/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  12/1/06

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $3,732,238

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $2,009,666

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $287,095

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  Not Applicable

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  Year 1 - $21,500 per quarter

  
	
   

  	
   

  	
   

  	
   

  	
  Year 2 and 3 - $14,350 per quarter

  
	
   

  	
   

  	
   

  	
   

  	
  Year 4 and after - $3,600 per quarter

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.55% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  21.734%

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  51%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  47%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   2%

  	
   

  	
   

  
									



 

















 


Schedule B-2


 


NOTE SCHEDULE

to

Amended and Restated Loan Pooling and

Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Chukchansi/Bally

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  7/25/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  4/30/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $2,134,263

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $197,715

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $2,134,263

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  15,259% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  15.259% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.083% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  $289,664

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra:

  	
  $  31,111

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Remainder:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant:

  	
  37%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  59%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   4%

  	
   

  	
   

  
									



 

















 


Schedule B-3


 


NOTE SCHEDULE

to

Amended and Restated Loan Pooling and

Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  SDG – Colville Raining Diamonds

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/1/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  2/28/04

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $18,500,337

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $18,500,337

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  15.00% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  15.00% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.188% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.67%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  35.63%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   0%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   2.7%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  0%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  0%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  0%

  	
   

  	
   

  
									



 

















 


Schedule B-4


 


NOTE SCHEDULE

to

Amended and Restated Loan Pooling and

Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  SDG Seminole Component

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/4/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  2/1/04

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $1,735,462

  
	
  5.

  	
   

  	
  Amount of Participation*:

  	
   

  	
  $600,605

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $1,735,462

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.00% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  13.00% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.083% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  N/A

  	
   

  	
   

  
									



 












	
   

  	
  * Constitutes $568,572 note provided by SDG to PDS

  



 

















 


Schedule B-5


 


NOTE SCHEDULE

to

Amended and Restated Loan Pooling and

Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Chukchansi Operating Lease

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/4/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  6/1/07

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $1,288,629

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $87,742

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $1,288,629

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  20.360% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  20.360% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.170% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  96%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  0%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  4%

  	
   

  	
   

  
									



 

















 


Schedule B-6


 


NOTE SCHEDULE

to

Amended and Restated Loan Pooling and

Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  PDS - Route

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/7/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  1/30/04

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $7,000,000

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $0

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  1.5% per month

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  1.5% per month

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.5% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Highbridge

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  46.67%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  46.67%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.33%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.33%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  N/A

  	
   

  	
   

  
									



 

















 


Schedule B-7


 


NOTE SCHEDULE

to

Amended and Restated Loan Pooling and

Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Chukchansi Note SPV

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/7/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  12/1/07

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $10,816,410*

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $6,388,400

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $1,164,844

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $16,973,444

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  From Sept 03 to Aug 04, 12.5

  BP per month on

  amount of Line 6,

  From Sept 04 to Aug 06, 8.33

  BP per month on

  amount of Line 6, From Sept

  06 and beyond, 2.08 BP per

  month on amount

  of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.50% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  22,419% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  51%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  47%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   2%

  	
   

  	
   

  
									



 












*                                For
purposes of this Agreement, any amounts purchased by Mezzanine Lenders in the
facility provided by the Marshall Group shall not be considered as Mezzanine
Debt. Such Mezzanine Lenders shall look only to the Chukchansi Economic
Development Authority for repayment of such amounts.


 

















 


Schedule B-8


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Chukchansi $8mm

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/7/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  1/31/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $8,000,000

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $250,000

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $8,000,000

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  17.50% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  17.50% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.396% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  N/A

  	
   

  	
   

  
									



 

















 


Schedule B-9


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Marina 1070L0107

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/18/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  6/30/06

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  Last day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $5,539,322

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $680,658*

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $5,539,322

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  2.083 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  18.123% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  18.123% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.147% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  96%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  0%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  4%

  	
   

  	
   

  
									



 












* Includes $291,543 loaned by Trump to PDS


 


 

















 


Schedule B-10


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Plaza 1071L0106

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/18/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  6/30/06

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  Last day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $2,647,750

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $418,417

  
	
  6.

  	
   

  	
  *Servicing Fee Debt Amount:

  	
   

  	
  $2,368,687

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  2.083 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  17.289% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  17.289% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.145% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  96%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  0%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  4%

  	
   

  	
   

  
									



 












* Includes $139,355 loaned by Trump to PDS


 

















 


Schedule B-11


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 24, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Plaza 1071L0107

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  8/18/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  6/30/06

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  Last day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  N/A

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $2,159,901

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
  $206,138

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $2,159,901

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  2.083 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  18.454% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  18.454% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.148% per month

  
	
  11.

  	
   

  	
  Collateral Agent: Canyon

  	
   

  	
   

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  96%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  0%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  4%

  	
   

  	
   

  
									



 












* Includes $113,679 loaned by Trump to PDS


 

















 


Schedule B-12


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Taj Mahal 1067L0105

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $1,399,360

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
     $753,502

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
                $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $2,152,862

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   2%

  	
   

  	
   

  
									



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


Schedule B-12


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Taj Mahal 1067L0105

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $1,399,360

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
     $753,502

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
                $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $2,152,862

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
										



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mitchell R. Julis

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  MITCHELL R. JULIS

  	
  Name:  Jess M. Ravich

  
	
  Title:   MANAGING PARTNER

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


Schedule B-12


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Taj Mahal 1067L0105

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $1,399,360

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
     $753,502

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
                $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $2,152,862

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
										



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name: Jess M. Ravich

  
	
  Title:

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
    PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Johan P. Finley

  	
   

  
	
  Name:

  	
  Name:  Johan P. Finley

  
	
  Title:

  	
  Title:   CEO

  
						



 

















 


	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
    PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Hartman

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  DAVID HARTMAN

  	
  Name:  Johan P. Finley

  
	
  Title:   Partner

  	
  Title:   CEO

  
						



 

















 


Schedule B-13


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Marina 1070L0105

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $416,964

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $224,519

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
             $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $641,483

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  3.333

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
  3.333

  	
  %

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
											



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mitchell R. Julis

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  MITCHELL R. JULIS

  	
  Name:  Jess M. Ravich

  
	
  Title:   MANAGING PARTNER

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


Schedule B-13


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Marina 1070L0105

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $416,964

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $224,519

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
             $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $641,483

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
										



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  
										



 

















 


Schedule B-13


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Marina 1070L0105

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $416,964

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $224,519

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
             $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $641,483

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
										



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
    PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Hartman

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  David Hartman

  	
  Name:  Johan P. Finley

  
	
  Title:   Partner

  	
  Title:   CEO

  
						



 

















 


	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
    PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Johan P. Finley

  	
   

  
	
  Name:

  	
  Name:  Johan P. Finley

  
	
  Title:

  	
  Title:   CEO

  
						



 

















 


Schedule B-14


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Plaza 1071L0103

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $2,715,778

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $1,462,342

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
                $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $4,178,120

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
										



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mitchell R. Julis

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  MITCHELL R. JULIS

  	
  Name:  Jess M. Ravich

  
	
  Title:   MANAGING PARTNER

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


Schedule B-14


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Plaza 1071L0103

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $2,715,778

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $1,462,342

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
                $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $4,178,120

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
										



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jess M. Ravich

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


Schedule B-14


 


NOTE SCHEDULE

to

Amended and Restated Last-Out Participation Agreement

dated September 8, 2003


 


	
  1.

  	
   

  	
  Borrower:

  	
   

  	
  Trump Plaza 1071L0103

  
	
  2.

  	
   

  	
  a. Closing Date:

  	
   

  	
  10/8/03

  
	
   

  	
   

  	
  b. Maturity Date:

  	
   

  	
  7/1/05

  
	
   

  	
   

  	
  c. Payment Date:

  	
   

  	
  First day of each month

  
	
  3.

  	
   

  	
  Total Debt Provided by non-Mezzanine Lenders:

  	
   

  	
  $2,715,778

  
	
  4.

  	
   

  	
  Total Debt Provided by Mezzanine Lenders and Participant:

  	
   

  	
  $1,462,342

  
	
  5.

  	
   

  	
  Amount of Participation:

  	
   

  	
                $0

  
	
  6.

  	
   

  	
  Servicing Fee Debt Amount:

  	
   

  	
  $4,178,120

  
	
  7.

  	
   

  	
  Servicing Fee Amount:

  	
   

  	
  6.25 BP per month on amortized amount of Line 6

  
	
  8.

  	
   

  	
  Interest Rate paid by Borrower on Total Loan/Lease:

  	
   

  	
  13.0% per year

  
	
  9.

  	
   

  	
  Interest Rate Received by Agent on Behalf of Mezzanine Lenders:

  	
   

  	
  37.31% per year

  
	
  10.

  	
   

  	
  Interest Rate Paid to Mezzanine Lenders:

  	
   

  	
  1.25% per month

  
	
  11.

  	
   

  	
  Collateral Agent:

  	
   

  	
  Canyon

  
	
  12.

  	
   

  	
  Pro Rata Shares of the Mezzanine Lenders:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Canpartners:

  	
  61.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Highbridge

  	
  31.666%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
   3.333%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ravich

  	
   3.333%

  	
   

  	
   

  
	
  13.

  	
   

  	
  Back-End Participation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  	
  26

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mezzanine Lenders

  	
  72

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Libra

  	
  2

  	
  %

  	
   

  	
   

  
										



 


Acknowledged and Agreed:


 


	
  CANPARTNERS INVESTMENTS IV, LLC

  	
  LIBRA SECURITIES, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:  Jess M. Ravich

  
	
  Title:

  	
  Title:   CEO

  
	
   

  	
   

  
	
  RAVICH REVOCABLE TRUST OF 1989

  	
  HIGHBRIDGE/ZWIRN SPECIAL

  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Highbridge/Zwirn Capital

  Management, LLC

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:  Jess M. Ravich

  	
   

  	
  Name:

  
	
  Title:   Trustee

  	
   

  	
  Title:

  



 

















 


	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
    PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Johan P. Finley

  	
   

  
	
  Name:

  	
  Name:  Johan P. Finley

  
	
  Title:

  	
  Title:   CEO

  
						



 

















 


	
  Agent

  	
   

  
	
  Wishnow, Ross Warsavsky & Co

  	
    PDS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Hartman

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:  DAVID HARTMAN

  	
  Name:  Johan P. Finley

  
	
  Title:   Partner

  	
  Title:   CEO